Board of Trustees Meeting Minutes: January 21, 2023





Board of Trustees Meeting Agenda

Mad River Glen Cooperative

Date: Saturday, January, 2023, 5:00 pm

Location: Basebox 3rd Floor – Hybrid (In-Person/Zoom)


Present: Matt Lillard, Will Kriewald, Jeff Whittingham, Carol Pierce, Barclay Rappeport, Mariah Riggs, Brad Noble, Meg Schultz, Matthew Milan.

Shareholders: Eli Godwin, Doreen Nablo, Bill, John Skelly, Britton Rogers, John Wilson, Murphy Wilson


Shareholder Comments

5:03 PM        Call to order, shareholder comments (Matthew Milan): Doreen Nablo expressed concern that Birdland lift was not open and makes MRG appear not viable as a ski area. Matt commented that there currently is insufficient snow to build the ramp. The intent is to have Birdland running on weekends and holidays when there is adequate snow. If there is adequate snow we will have the head of lift mechanics running the lift next weekend. We also acknowledge that there is a shortage of staff as well as snow which impacts Birdland as well as all operations.

John Skelly asked that Matt expounds on what management is doing to help retain staff during periods we are closed. We have been paying some employees for non-work hours to help bridge the gap between closures.(suspended skiing pay)


Consent Agenda Items

Approve minutes for December 2022 Board Meeting (Matthew MIlan): Minutes approved by consent.


Reports and Discussion

Management Report (Matt Lillard): We have been working through a challenging period of being on lift 4 only due to weather conditions and warm temperatures. The main mountain has been reopened now that the snow has started to fall and we have returned to 7-day a week operations.

Admin – the financials were strong due to a solid Christmas holiday week. Today was our first sell out day. The longest line was 26 minutes on the single between 10-11am. At lunchtime, all lifts were ski on with no wait. The new credit card readers have had a few glitches but we are working through the challenges with an IT manager.

14 new shares were sold in the last month. Redemptions from December have been paid out.

Basebox – MRG is looking for an additional position to manage the F&B to allow Mike to manage the department more efficiently as the department has been experiencing growth. This will allow for expanded Basebox operations. Mike Witzel will move into the executive chef position.

There is a new snow reporter who has begun to take over the daily reports.

Events are starting up as we hit the busy part of the season.

Snowmaking is not necessarily complete for the season and we may explore putting man-made snow into the bottom of S Turn.

General store has been very busy.

Ski School is up and running with several new instructors. Day lesson requests have been strong. MidWeek programs continue to be well attended.

The Freeski program will travel to Jay Peak tomorrow for their first comp of the season.

Race has been training on lift 4 and has staggered training sessions to accommodate as many programs as possible. There is a race on Sunday.

The rental shop has caught up with tuning after the busy holiday session and is training up some new staff.

Patrol has been busy re-opening the upper mountain.

Cricket Club has steady bookings for February.

Naturalist program had a big outing this week for snowshoeing.

Finance Committee Report & Discussion (Will Kriewald):

In summary, the period ending December 31, 2022 marked one of the best holiday seasons in recent memory. Operations were significantly better than budget due to the increased skier traffic in the last half of the month.

  • Total Income of $423k was $170k ahead of budget largely due to the strong winter storm on December 17. Virtually every department exceeded budget by at least 30%.
  • November operating expenses were in line with budget. While Basebox and Credit Card expenses were up due to increased skier traffic, overall expenses were kept down by lower than planned staffing costs.
  • Net impact of these results led to a Net Loss of $61k, $147k better than the budgeted loss of $209k.

Year to date, the Co-Operative is running well ahead of budget with revenues 15% ahead of budget and expenses slightly below.

For the month of December, unrestricted cash declined by approximately $555,000. This large decrease is directly reflective of the $642,000 increase in the Rainy Day fund. Normalizing for this movement, the Co-op operations generated approximately $87,000 against a budget cash decrease of $157,000.

Other business – Finance Committee

Cash Reserve Investment Program

Following up on our conversation last month, the Finance Committee requested Co-Op counsel to verify our ability to invest excess cash funds per the By-Laws. Co-op counsel has affirmed that the By-Laws do permit the creation of an investable reserve fund subject to the following caveats:

  • The investment advisor must be appropriately bonded
  • All BOT members need to serve in a fiduciary capacity
  • While not a legal requirement, the board also needs to consider the tradeoff between funding a reserve fund and declaring a patronage dividend.

In the meantime, the Investment Policy subcommittee presented a three document framework to the Finance Committee. After a productive conversation, the committee decided to postpone a vote until February, allowing members and Trustees the opportunity to reflect on the documents.

Governance Policy

This policy would be adopted to ensure the Co-Op has a clearly defined framework of responsibility to oversee the investment accounts. Broadly speaking the responsibilities breakout as follows:

Management – Execute policies and gather documentation

Finance Committee – Review documentation and recommended action to Board

Board of Trustees – Review and action on Finance Committee recommendations.

Investment Policies

These policies will guide the investment of the Co-Op funds. The policies defines the Purpose and Scope of the funds, Investment Objectives, and Asset Allocation. While many of the underlying details are the same in both policies, each have distinct directives.

Operating Fund Investment Policy

This fund is structured to support ongoing mountain annual operations in the event of an unforeseen event should occur – weather, facility accident …

Funds will be immediately available with no capital risk.

Non-Operating Fund Investment Policy

This fund is structured to support future physical plant capital planning needs. From an aspirational standpoint, these funds would be used to co-invest with grants and other sources as defined in the Strategic Plan.

Funds will be invested with no capital risk and durations reflecting needs as defined by the board and the Facilities Committee.


Facilities Committee Report (Carol Pierce/Britton Rogers)

The Facilities Committee reviewed the VIA (Vermont Integrated Architects) proposal to renovate General Stark’s Pub. With a few clarifying questions, we recommended that Matt Lillard move forward with their proposed conceptual work.


Based on the design team’s availability, the conceptual work would start in the Summer of 2023, giving us early designs to see in the Fall of 2023 (Green and Gold), with an associated conceptual price estimate. More detailed design work, incorporating feedback, will then be pursued.


The goal will be a final design and estimates in the Spring of 2024, knowing that the work in the Pub may happen in the Summer of 2024 or later (depending on the status of other projects and available funds).


The Facilities Committee is also collaborating with Matt on how to proceed with owner (COOP) responsibilities of the project that will involve something other than the design team, such as hazardous materials assessment in the work area.

Shareholder questions – could the project be broken into smaller pieces to allow for progress which could possibly be interrupted due to unforeseen circumstances. Britton responded that the major problem is the foundation, which is currently inadequate. The foundation will be the first part of any tasks undertaken.


Communications Committee Report (Brad Noble): The communications committee was established at the end of the summer 2022.

Board Bulletin

In service of our mission, we’ve published two Board Bulletins, one after the November Board meeting, and one after the December meeting.


The content of the bulletin is mostly a curated view of the materials and discussion from the most recent Board meeting, boiled down into scannable chunks that link to more detailed reports and minutes. Each bulletin strives to emphasize the most important information at the time of publication, or urgent action to take.


In the first bulletin, we emphasized the origin and purpose of the bulletin, which was largely an outgrowth of the strategic planning research of the last few years. In the second bulletin, we emphasized the upcoming Board election.



After we publish the bulletin, we email a link to the bulletin to the shareholders for whom we have email addresses. We also post it in the Basebox.


Each bulletin invites shareholders to provide feedback or raise their hands by emailing


Some choice excerpts from positive feedback emails:


  1. This is really great. I enjoyed reading this info and I plan to read all of the board bulletin’s in the future. Thanks for all you do.
  2. LOVE THIS! Thank you so much.
  3. I was so pleased to receive the new Board Bulletin, This is a great resource and it is much appreciated. I think it will go along way to keep shareholders engaged and to help build the MRG community. Nicely done!



Midstation Update & Ballot Discussion (Matt Lillard/Matthew Milan): The ballot language is intended to be sent out with the election ballots to be voted on at the annual meeting of shareholders.

There will be an additional page added to the MRG website with FAQs as well as Q&A sessions in February to offer more opportunities for information dissemination.

Proposed ballot language: Shall the Board of Trustees be authorized to make capital expenditures not to exceed $750,000 for the purposes of adding a midstation, a new haul rope, low voltage controls and drive system to the Sunnyside Double Chair?

ACTION Will proposed to accept the language as written, Mariah second. Unanimous acceptance.

Shareholder comments – please include a wiki style information of what a haul rope is/diagram of parts of the chair.

2023 Elections Process Update (Barclay Rappeport) We have 3 positions open for this election cycle: 2 in-state and 1 out-of-state.

  1. Declare your candidacy by emailing by Feb 14
  2. Submit your candidate bio form and questionnaire by Feb 22

The slate will be voted on at the February board meeting.

Action Item

“Good & Welfare” Discussion (Brad Noble): This is a section to highlight things that are going on around the community which may suit the ‘beyond the ski area boundary’ in the Board Bulletin.  Matthew commented that the MR Freeski Team is starting the competition season and he looks forward to results in the future bulletins. Comments from the weekly programs (Graybeards, Women’s Tele, Women’s program)


Open Items & New Business

Eli Godwin – why was the communication committee formed to target shareholders only. Brad commented that it’s an outgrowth of the strategic planning process and the research that was done during that.

6:13 PM        Motion to adjourn by Will, 2nd by Mariah. Adjourn


Manager’s Report 1.21.23

Finance Committee Report – January 2023

Facilities Committee Report – January 2023

MRG Communications Committee Report – January 2023